Inactivity contributes to functional decline by causing secondary cardiovascular and musculoskeletal impairments. Exercise can reverse secondary impairment and improve function. Loss of axial mobility is a little-studied but crucial component of secondary musculoskeletal impairment. Improved axial mobility combined with improved aerobic capacity may produce a greater gain in function than can aerobic training alone. The specific aims of this intervention trial are: 1) to determine the additional benefit of an axial-aerobic versus a purely aerobic exercise program on function in a targeted sample of community-dwelling elders at risk for functional decline, 2) to examine the duration of treatment effect, 3) to study the mechanisms of treatment effect, 4) to examine the influence of selection biases on sample characteristics, and 5) to determine which exercise program maximizes the beneficial outcomes per dollar spent. Community dwelling men and women over age 64 (n=224) with evidence of inactivity, diminished aerobic capacity, and axial dysfunction will be recruited from Durham and surrounding communities. Subjects will be randomly assigned to one of two treatment groups requiring no specialized equipment: exclusively aerobic exercise with some light stretching or combined aerobic-axial exercise with axial mobility training 66% of the time and aerobic exercise 34% of the time. Both groups will exercise for one hour, 3 days a week for sixteen weeks at the Gerofit Fitness Center, Durham VAMP. All will then continue in their assigned intervention in a sic-month maintenance home exercise program. Data to be collected at baseline, post intervention, and post home program include: three primary markers of function (MOS-36, functional reach, supine-to-sit reserve), other measures of physical function, maximum oxygen consumption, axial mobility, demographic, psychosocial well-being, quality of life, musculoskeletal and neurologic impairments. The overall goal of this study is to identify an exercise program for sedentary elders that produces the best possible functional gain in a feasible and cost effective manner.